PURCHASE AND SALES AGREEMENT

     THIS  AGREEMENT,  dated  as  of  January  1, 2003, is between Regent Energy
Corporation  ("Seller"),  with offices at 10777 Westheimer, Suite 1100, Houston,
Texas  77042 and Rocky Mountain Energy Corporation ("Buyer") with offices at 333
North  Sam  Houston  Parkway  East,  Suite  910,  Houston,  Texas  77060.

Subject to the terms and conditions of this Purchase and Sales Agreement, Seller
desires  to  sell,  assign,  transfer  and  convey to Buyer and Buyer desires to
purchase  from Seller all of Seller's right, title and interest in, to and under
or  derived  from  the oil and gas leases, oil, gas and mineral leases and other
interests  therein  referred  to in Exhibit "A", attached hereto and made a part
hereof  for  all  purposes, insofar and only insofar as said Leases apply to the
lands,  depths,  formations,  wellbore  rights  and/or other rights specified on
Exhibit  "A" together with identical interests in and to all property and rights
incident  thereto,  including  without  limitation,  all  materials,  equipment,
personal  property  and fixtures located thereon or used in connection therewith
(the  "Equipment")  on the lease and all of Seller's rights in, to and under all
agreements,  leases,  permits,  rights-of-way,  easements, licenses, options and
orders  in  any way relating thereto as of 7:00 A.M. local time, January 1, 2003
(the  "Effective  Time"),  all of the foregoing properties, rights and interests
being  hereinafter  sometimes  called  the  "Interests".

THEREFORE,  In  consideration  of  the  above  recitals and of the covenants and
agreements  herein  contained,  Seller  and  Buyer  agree  as  follows:

     1.     SALE  AND  PURCHASE:  Subject  to  and  upon  all  of  the terms and
            -------------------
conditions  hereinafter  set  forth, Seller shall sell, transfer, assign, convey
and  deliver  unto Buyer all of Seller's right, title and interest in and to the
Interests,  and  Buyer shall purchase, receive, pay for and accept the Interests
from  Seller,  as  of  the  Effective  Time.


<PAGE>
     2.     SALE  PRICE:  The  sale  price  for  the  Interests  shall  be  the
            -----------
approximate  amount  of  Five  Million  Five Hundred Thousand and No/100 Dollars
($5,500,000),  subject  only  to any applicable price adjustment as provided for
herein  below.  At  Closing Buyer shall pay and deliver to Seller the total sale
price  after  any  applicable  price  adjustment as provided for herein below as
follow,  to  wit:

          (a)     The  Buyer  shall  deliver the sum of  $5,500,000 paid over at
closing  per  the  directions  of  current  mortgage holders of record, less any
deposits  paid  by  Buyer  to  mortgage  holders.

          (b)     The Purchase Price shall be adjusted as follows (to the extent
such  items  are  known  or  can  be  reasonably  estimated at Closing), and the
resulting  amount  (the  "Closing  Amount")  shall  be  paid  to  Seller.
                          ---------------

               (i)     The  Purchase  Price  shall be decreased by the following
                                                      ---------
amounts:

                    x.     The  amount  of  revenues actually received by Seller
for  oil, gas, condensate, natural gas liquids and other petroleum product sales
attributable  to  production  from  the  Subject  Properties  from and after the
Effective Date (it being agreed that all oil which was produced from the Subject
Properties  prior  to  the  Effective Date and which was, on the Effective Date,
stored  in  tanks located on the Subject Lease, or located elsewhere but used by
Seller  to  store  oil produced from the Subject Properties prior to delivery to
oil  Buyer, and above pipeline connections shall be deemed to have been produced
before  the  Effective  Date);

                    y.     Notwithstanding the above, any sums expended by Buyer
in order to extinguish a debt of Seller in order to facilitate the closing shall
be  taken  as  a  credit  at  closing  by  Buyer.


<PAGE>
                    z.     Special  Consideration.  At  closing,  seller  shall
settle  the  invoices  of  Jenkens  &  Gilchrist, attorneys at law, out of sales
proceeds.

               (ii)     The  Purchase  Price shall be increased by the following
                                                      ---------
amounts:

                    x.     The  amount  of  all  reasonable  costs  and expenses
incurred and paid by Seller in connection with the ownership or operation of the
Assets  and  attributable  to  the  period  from  and  after the Effective Date,
including  without  limitation  any  lease  operating expenses and customary and
reasonable  overhead  charges;

                    y.     An  amount equal to all prepaid expenses attributable
to  the  Assets paid by Seller and attributable to the period from and after the
Effective  Date,  including  without  limitation  prepaid  ad valorem, property,
production  and  other taxes and payments for insurance coverage accruing to the
benefit  of  Buyer  subsequent  to  the  Effective  Date.

     3.     INFORMATION  AND  ACCESS:  Seller  shall make a good-faith effort to
            ------------------------
give  Buyer  and  Buyer's  authorized representatives, at any reasonable time(s)
before Closing, (i) physical access to the wells and other Equipment included in
the  Interests,  at  Buyer's  sole  risk,  cost  and expense, for the purpose of
inspecting  the  same,  conducting witnessed tests of production from the wells,
and  (ii)  access  to  all  production, engineering and other technical data and
records,  and  to  all contract, land and lease records, to the extent such data
and  records  are  in Seller's possession and relate to the Interests; provided,
however,  Seller  shall  have  no obligation to provide Buyer such access to any
data  or information which Seller considers proprietary or confidential to it or
which  access  Seller  cannot  legally  provide  Buyer  because  of  third-party
restrictions  on  Seller.

     4.     TITLE  DEFECTS:  For the purpose of this Agreement, a "Title Defect"
            --------------
shall  mean  a  material  deficiency in one (or more) of the following respects,
to-wit:


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<PAGE>
          (a)     Seller's  title  at  the  Effective  Time,  as  to one or more
properties,  is  subject  to  an  outstanding  mortgage,  deed of trust, lien or
encumbrance  or  other  adverse  claim  which  would  induce a pipeline Buyer to
suspend payment of proceeds as to Seller's interest or require the furnishing of
security  or  indemnity.  Evidence  that  Seller is currently receiving its full
share  of  proceeds  from  a pipeline Buyer or third-party operator (not under a
100%  or other division order requiring Seller to further distribute proceeds to
third  parties)  for  the  Interests  shall  be considered a presumption that no
defect  exists  with  respect  to  this  interest;

          (b)     Seller  owns  less  than the net revenue interest described on
Exhibit "A" or more than the working interest described on Exhibit "A" without a
corresponding  increase  in  net  revenue  interest;

          (c)     Seller's  rights and interests are subject to being reduced by
virtue  of  the  exercise  by  a  third  party of reversionary, back-in or other
similar  right  not  reflected  on  Exhibit  "A";  and,

          (d)     Seller Is In default under some material provision of a lease,
farmout  agreement  or  agreement  affecting  the  Interests.

     5.     SALE  PRICE ADJUSTMENTS: Buyer may, by delivery of written notice to
            -----------------------
Seller  of  the existence of a Title Defect, request reduction of the sale price
for the property affected. Seller may request an increase in the sale price of a
property  by  delivery  to Buyer of written notice that the net revenue interest
actually  owned  by  Seller  therein  is greater than that shown on Exhibit "A".


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<PAGE>
     Any  such  notice  by Buyer or Seller shall include appropriate evidence to
substantiate its position and shall be delivered to the other party on or before
twenty  (20)  days  after  closing.  In  the event any such notice is not timely
delivered,  the  claimant shall thereafter have no right to claim a Title Defect
or  different  revenue  interest.

     Upon  timely  delivery  of a notice either by Buyer of a Title Defect or by
Seller  of  an  increase  or  decrease in net revenue interest, Buyer and Seller
shall  meet and use their best efforts to agree on the validity of the claim and
the  amount  of  any  required  price adjustment based on the following formula:

          (i)     If  both the Working Interest and the Net Revenue Interest for
any property are incorrectly stated on Exhibit "A", but the ratio of Net Revenue
Interest  to  Working  Interest  is correctly stated, then the adjustment to the
Purchase  Price  shall  be  the  product  of  the  value  listed  on Exhibit "A"
multiplied  by  a  fraction,  the numerator of which is the Net Revenue Interest
increase  or  decrease  and the denominator of which is the Net Revenue Interest
listed  on  Exhibit  "A".

          (ii)     If  either  the  Working Interest or the Net Revenue Interest
for  any  property  is  incorrectly  stated  on Exhibit "A" and the ratio of Net
Revenue  Interest  to  Working Interest is incorrectly stated, then the Purchase
Price  shall  be  adjusted  as follows: Buyer shall recalculate the value of the
property  affected  using  precisely  the  same  economic  model,  formula  and
assumptions  used  by  it  in  calculating  its  values shown on Exhibit "A" but
inserting  the  correct Working Interest and Net Revenue Interest percentage for
the  incorrect  percentages.  The  difference between the recalculated value and
the  value  shown  on Exhibit "A" shall be the dollar value of the adjustment to
the  Purchase  Price.

     6.     SELLER  REPRESENTATIONS  AND  WARRANTIES:  Seller  represents  and
            ----------------------------------------
warrants  to  that  as  of  the Effective Date and the date Seller executes this
Agreement  that  to  the  best  of  Seller's  knowledge:


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<PAGE>
          (a)     Is  duly qualified to carry on its business in the state where
the  Interests  are  located,  and  has all the requisite power and authority to
enter  into  and  perform  this  Agreement.

          (b)     It has taken all necessary actions pursuant to Its Articles of
Incorporation,  By-laws  and  other governing documents to fully authorize it to
consummate  the  transaction  contemplated  by  this  Agreement.

          (c)     This  Agreement  and  the  consummation  of  the  transactions
contemplated  by this Agreement will not violate, constitute a default under, or
be  in  conflict with (i) any provision of Seller's Articles of Incorporation or
Bylaws, (ii) any material contract, agreement or instrument to which Seller is a
party  or  by  which  Seller  is  bound  or,  (iii) any judgment, decree, order,
statute,  rule,  permit  or  regulation  applicable  to  Seller  or  the Assets.

          (d)     The  execution, delivery and performance of this Agreement and
the  transactions  contemplated  by  this  Agreement  have been duly and validly
authorized  by  all  necessary  corporate  action  on  the part of Seller.  This
Agreement  has  been  duly  executed  and  delivered  on behalf of Seller and at
Closing  all  documents  and  instruments  required hereunder to be executed and
delivered by Seller shall have been duly executed and delivered.  This Agreement
and  such  documents  and  instruments  will constitute legal, valid and binding
obligations  of  Seller,  enforceable  against  Seller  in accordance with their
terms,  subject,  however, to applicable bankruptcy, insolvency, reorganization,
moratorium  and similar laws affecting the rights and remedies of creditors, and
to  general  principles  of  equity.

          (e)     SELLER  MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE,  REGARDING  THE  SUBJECT  PROPERTIES,  FIXTURES, FACILITIES, EQUIPMENT,
IMPROVEMENTS,  MATERIALS  AND  OTHER PERSONAL PROPERTY LOCATED ON OR INCLUDED IN


                                        6
<PAGE>
THE  ASSETS,  AND  THE  SAME  ARE  TO  BE SOLD ON AN "AS IS, WHERE IS" BASIS AND
CONDITION.  IT  IS  UNDERSTOOD  BETWEEN THE PARTIES THAT SELLER HAS RECORD TITLE
SUBJECT TO CLAIMS OF VARIOUS PARTICIPANTS THAT WILL BE SATISFIED OUT OF SELLER'S
POSITION  IN  THE  SALE.

          (f)     To  the  best  of Seller's knowledge, all ad valorem, property
and  similar  taxes and assessments based on or measured by the ownership of the
Assets  or  the production of hydrocarbons or the receipt of proceeds there from
on  account  of  the Assets for all years prior to 2001 have been properly paid.

          (g)     To  the  best  of Seller's knowledge, there are no bankruptcy,
reorganization  or  arrangement proceedings pending, being contemplated by or to
the  best  of  Seller's  knowledge  threatened  against  Seller.

          (h)     Except  as  expressly  set  forth in attached Schedule "B", no
suit,  M&M lien, action or other proceeding (including, without limitation, tax,
environmental  or development demands proceedings) is pending, or to the best of
Seller's knowledge threatened, which might result in impairment or loss of title
to  any  of the Assets or the value thereof.  Seller shall promptly notify Buyer
of  any  such  proceeding  which  may  arise  or  be threatened prior to Closing
hereunder.

          (i)     To  the  best  of  Seller's knowledge, there exists no adverse
claim  or  claimed default (or any event which, with the giving of notice or the
passage  of  time,  or  both,  would  constitute a default) under (i) any of the
Subject  Agreements  or (ii) any order, writ, injunction or decree of any court,
commission  or  administrative agency affecting any of the Assets.  Seller shall
promptly  notify  Buyer  of  any notice hereafter received by Seller of any such
claim  or  default  and the occurrence of any such event of which Seller becomes
aware  prior  to  Closing.


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<PAGE>
          (j)     To  the  best of Seller's knowledge, there are no unpaid bills
or  past  due  charges  for  any  labor or materials incurred by or on behalf of
Seller incident to the exploration, development or operation of the Assets which
could  be  the  basis  for the existence or the filing of any claims against the
Assets  or  any  part  thereof, other than as set forth in Exhibit B and Exhibit
B-1.

          (k)     To  the  best  of  Seller's  knowledge,  the  Assets have been
operated  in  compliance  in  all  material respects with all valid laws, rules,
regulations,  ordinances  and  orders  of  governmental  authorities  having
jurisdiction  (including  environmental  laws) and in compliance in all material
respects  with  all permits, approvals, contracts and agreements relating to the
Assets.

          (l)     None  of  the Assets are subject to any preferential rights to
purchase  or  restrictions  on  assignment  that  would  be  applicable  to  the
transactions  contemplated  hereby,  or  which  have  not  already  expired.

          (m)     To  the  best  of  Seller's knowledge, there are no approvals,
consents or filings required to be made or obtained to an assignment or transfer
of  any  of  the  Assets.

          (n)     To  the  best  of  Seller's knowledge, there are no operations
involving  any  of the Assets to which Seller has become a non-consenting party.

          (o)     To  the  best  of  Seller's knowledge, except as expressly set
forth  on  Schedule "F", there are no prepayments, advance payments, take-or-pay
payments  or  similar  payments  requiring  the  delivery of gas from the Assets
without  then  or  thereafter  receiving  payment  at  current  prices.


                                        8
<PAGE>
          (p)     To  the  best  of  Seller's  knowledge,  all  of  the  Subject
Properties  have been drilled and completed within the boundaries of the Subject
Lease  or  within  the  limits  otherwise permitted by contract, pooling or unit
agreement, and by law; and all drilling and completion of the Subject Properties
and  all  development and operations on the Subject Lease have been conducted in
all material respects in compliance with all applicable laws, ordinances, rules,
regulations  and  permits,  and  judgments,  orders  and decrees of any court or
governmental  body  or  agency,  except  failures  which individually and in the
aggregate  would  not  have  a  material  adverse  effect  on  the use, value or
operation  of  the  Assets.

          (q)     To  the  best  of  Seller's knowledge, except as expressly set
forth  in Schedule "G", all proceeds from the sale of hydrocarbons produced from
the  Subject  Properties are currently being paid to Seller or such proceeds are
currently being held in suspense by any Buyer thereof or any other party by whom
proceeds  are  paid  except  for  immaterial  amounts.

          (r)     On  the  Closing  Date, no mortgage lien, security interest or
similar  lien  created  by  Seller  will  exist  with  respect  to  the  Assets.

          (s)     To  the  best  of  Seller's  knowledge,  the  Subject Lease is
burdened  by  no  royalty,  overriding royalty interests, production payments or
other  burdens  on production in excess of those shown on Exhibit A.  Otherwise,
the  Assignment  shall  be  made  without  warranty  of title, either express or
implied,  except  for acts by, through and under Seller, and shall be subject to
all  validly  existing burdens on production which pertain to the Subject Lease.

          (t)     SELLER  DOES  NOT  WARRANT, EITHER EXPRESSLY OR IMPLIEDLY, THE
RESERVOIR  PERFORMANCE OR THE MERCHANTABILITY, SUITABILITY, CONDITION OR FITNESS
FOR  ANY  PARTICULAR PURPOSE OR USE OF ANY OF THE AFORESAID LEASEHOLD EQUIPMENT,
MATERIAL OR PERSONAL PROPERTY, ANY SUCH WARRANTY BEING EXPRESSLY DENIED.  BUYER,
BY  ACCEPTANCE OF THIS AGREEMENT, HEREBY AGREES TO ACCEPT THE SAME "WHERE IS, AS
IS" AND WITH ALL FAULTS OR DEFECTS, IF ANY, IN THEIR PRESENT CONDITION AND STATE


                                        9
<PAGE>
OF  REPAIR.  BUYER  EXPRESSLY  WAIVES  ALL OF THE EXPRESS AND IMPLIED WARRANTIES
PROVIDED  BY NEW MEXICO LAW, INCLUDING PARTICULARLY (BUT NOT LIMITED TO) (1) THE
WARRANTY  OF  FITNESS  FOR  A  PARTICULAR  PURPOSE;  (2)  THE  WARRANTY  AGAINST
REDHIBITORY  VICES  AND  (3)  ANY  RIGHT TO CLAIM RESCISSION OR REDUCTION IN THE
PURCHASE  PRICE ON ACCOUNT OF ANY DEFECT OR CONDITION OF THE AFORESAID LEASEHOLD
EQUIPMENT,  MATERIAL  OR  PERSONAL  PROPERTY  WHICH  MAY NOW OR HEREAFTER EXIST,
WHETHER  KNOWN  OR  UNKNOWN  ON  THIS  DATE.

     7.   BUYER'S REPRESENTATIONS AND WARRANTIES
          --------------------------------------

          Buyer  represents  and  warrants  to  and  with  Seller  that:

          (a)     Buyer  is  a corporation duly organized, validly existing, and
in  good  standing  under  the  laws  of  the  State of Nevada and Buyer is duly
qualified  to  carry  on  its  business  in  the  state in which the Assets lie.

          (b)     Buyer  has  all  requisite power and authority to carry on its
business  as  presently conducted; to enter into this Agreement; to purchase the
Assets  on  the terms described in this Agreement and to perform its obligations
hereunder.

          (c)     This  Agreement  and  the  consummation  of  the  transactions
contemplated  by this Agreement will not violate, constitute a default under, or
be  in  conflict with, (i) any provision of Buyer's Articles of Incorporation or
Bylaws,  (ii) any material contract, agreement or instrument to which Buyer is a
party or by which Buyer is bound, or (iii) any judgment, decree, order, statute,
rule  or  regulation  applicable  to  Buyer.


                                       10
<PAGE>
          (d)     The  execution, delivery and performance of this Agreement and
the  transactions  contemplated  by  this  Agreement  have been duly and validly
authorized  by  all  necessary  corporate  action  on  the  part of Buyer.  This
Agreement has been duly executed and delivered on behalf of Buyer and at Closing
all documents and instruments required hereunder to be executed and delivered by
Buyer  shall  have  been  duly  executed and delivered.  This Agreement and such
documents  and  instruments will constitute legal, valid and binding obligations
of  Buyer,  enforceable  against  Buyer in accordance with their terms, subject,
however,  to  applicable  bankruptcy, insolvency, reorganization, moratorium and
similar  laws  affecting  the  rights  and remedies of creditors, and to general
principles  of  equity.

          (e)     Buyer is now, and hereafter shall continue to be, qualified to
own  State and/or Federal oil, gas and mineral leases in the State of New Mexico
and  with  all  other  applicable  regulatory  bodies.

          (f)     Buyer  is  acquiring  the  Assets  for  Buyer's own account or
investment,  and  not  with  a  view  to,  or for resale in connection with, any
distribution thereof within the meaning of the Securities Act of 1933, and shall
not  resell  any  or  all of the Assets except in compliance with all applicable
securities  laws.


                                       11
<PAGE>
     8.   OBLIGATIONS OF SELLER AND BUYER
          -------------------------------

          (a)     For  purposes of determining adjustments to the Purchase Price
under  Article  1(d)  hereof,  Buyer  agrees to accept the gas sales and oil and
condensate sales meter readings taken in good faith by Seller as of 7:00 o'clock
A.M.  on  the  Effective  Date  hereof.

          (b)     At  the  Closing, Buyer shall expressly assume and agree to be
bound  by the Contracts insofar as they relate to periods of time from and after
the Effective Date and will protect, indemnify and hold Seller harmless from and
against  any  claims  or  demands  arising out of the failure of Buyer to do so.

          (c)     Except  as  provided for in Articles 8(d), and 9, Seller shall
retain  all  risk  and  liability of whatsoever nature connected with operations
conducted  on  the  Assets  prior  to  the  Closing  Date and agrees to protect,
indemnify,  defend  and  hold  Buyer  free  and  harmless  from all liabilities,
penalties,  claims,  causes of action, demands, lawsuits and expenses associated
with  the operations prior to the Closing Date.  Buyer shall assume all risk and
liability of whatsoever nature connected with operations conducted on the Assets
from  and  after  the Closing Date, and agrees to protect, indemnify, defend and
hold Seller free and harmless from all liabilities, penalties, claims, causes of
action,  demands,  lawsuits  and  expenses associated with the Contracts and the
operations  from  and  after  the  Closing  Date.

          (d)     Except  as  provided  for  in  Article 6, 9(b) and (f) hereof,
Buyer  assumes full responsibility for, and agrees to protect, indemnify, defend
and  hold  Seller,  its agents, directors, officers, shareholders and employees,
free and harmless from and against all loss, liability, claims, fines, expenses,
costs (including attorney's fees and expenses) and causes of action caused by or


                                       12
<PAGE>
arising  out  of any federal, state or local laws, rules, orders and regulations
applicable to any waste material or hazardous substances on or included with the
Assets  or  the  presence,  disposal, release or threatened release of all waste
material  or  hazardous substance from the Assets into the atmosphere or into or
upon  land  or  any  water  course  or  body  of  water,  including ground water
(collectively,  "Environmental  Liabilities"),  whether  or  not attributable to
                 --------------------------
Seller's  activities  or the activities of Seller's agents, directors, officers,
shareholders and employees, or to the activities of third parties (regardless of
whether  or  not  Seller was or is aware of such activities) prior to, during or
after  the period of Seller's ownership of the Assets.  This indemnification and
assumption shall apply to liability for voluntary environmental response actions
undertaken  pursuant  either  to  the  Comprehensive  Environmental  Response,
Compensation,  and  Liability  Act  of 1980 (42 U.S.C.A. Sec. 9601, et seq.), as
from  time  to  time amended or revised, or to any other federal, state or local
law.

          (e)     Buyer  agrees  to  comply  with  all  laws  and  governmental
regulations  with  respect  to  abandonment  of  wells and/or abandonment of the
leasehold  property  including,  where  applicable,  the  plugging of wells, the
compliance  with  law  or rules regarding inactive or unplugged wells, including
bonding  requirements  and restoration as specified in the Subject Lease.  Buyer
agrees  to  protect,  defend,  indemnify and hold Seller, its agents, directors,
officers, shareholders and employees, free and harmless from and against any and
all  costs,  expenses,  claims,  demands  and causes of action of every kind and
character  arising out of, incident to, or in connection with the abandonment of
wells  and/or  abandonment  of and proper disposition of any leasehold property,
including,  without  limitation,  the  leases,  any structures, materials, land,
wells,  casing,  leasehold  equipment  and  other  personal  property,  plugging
requirements  or  exceptions thereto, including bonding requirements, regardless
of whether the liability therefore is based upon some alleged act or omission of
Seller,  or  of  the  Buyer,  or  of  some  other  party.


                                       13
<PAGE>
          (f)     All accounts payable and other costs and expenses with respect
to  the  Seller's interest in the Assets which relate to the period prior to the
Effective  Date shall be the obligation of and be paid by Seller and those which
relate  to the period commencing with the Effective Date shall be the obligation
of  and  be  paid  by  Buyer.

          (g)     All  prepaid  utility  charges applicable to periods following
the  Effective Date relating to the Assets shall be prorated as of the Effective
Date.

          (h)     If monies are received by either party hereto which, under the
terms  of this Article, belong to the other party, the same shall immediately be
paid over to the proper party.  If an invoice or other evidence of an obligation
is received which is applicable to periods both prior to and after the Effective
Date  and  is,  thus, under the terms of the preceding paragraphs, partially the
obligation  of  Seller  and  partially the obligation of Buyer, then the parties
shall  consult  with  each other and each shall promptly pay its portion of such
obligation  to  the  obligee.

          (i)     Seller will pay all ad valorem, property taxes and other taxes
assessed  on,  based  on, or attributable to production and other equipment that
occurred  prior  to  the  Effective Date.  Buyer will pay all taxes assessed on,
based  on, or attributable to production that occurred after the Effective Date.
It  is  agreed  that whichever party receives said tax statements shall pay such
taxes  prior  to  delinquency and the other party hereto agrees to reimburse the
paying  party  its  pro  rata  share thereof promptly upon receipt of an invoice
accompanied  by  evidence  of  such  payment.  It is further agreed that, should
Seller  pay the taxes, then Buyer also shall reimburse Seller for any portion of
the  aforementioned taxes that are assessable against other working interest and
non-working interest owners and Buyer shall recoup from them accordingly.  Buyer
shall  pay all applicable state, parish, municipality or government sales or use
taxes on the leasehold, equipment, material or personal property located thereon
for  periods  subsequent  to  the  Effective  Date.


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<PAGE>
          (j)     Seller and Buyer shall each bear their own costs and expenses,
including,  but  not limited to, attorney's fees incurred in connection with the
transactions  contemplated  in  this  Agreement.

          (k)     The  sale  of  the Assets shall be subject to, and Buyer shall
assume, pay for and perform, the duties, liabilities and obligations relating to
the  Assets,  including, but not limited to, all applicable and validly recorded
and unrecorded agreements, contracts and instruments (including, but not limited
to,  royalties,  overriding  royalty interests, production payments, net profits
interest,  carried  working  interest  or  similar  burdens), from and after the
Effective  Date.

     9.   ENVIRONMENTAL CONDITIONS
          ------------------------

          (a)     The  Assets  which  have  been  identified  herein and are the
subject  of  this  Agreement  have  been  utilized  by  Seller  and  its
predecessors-in-title for the purpose of exploration, development and production
of  oil  and gas.  Information, to the best of Seller's knowledge, regarding any
substantial quantity of crude oil and produced water which may have been spilled
or disposed of onsite and the locations thereof, including pit closures, burial,
land  farming,  land spreading and underground injection, will be made available
to Buyer as soon as practicable after the execution of this Agreement, but in no
event  less  than  thirty  (30) days after the Closing Date.  Buyer acknowledges
that  there  may have been spills of these materials in the past onto the Assets
described  herein.  In addition, some oil field production equipment may contain
asbestos  and/or  Naturally  Occurring  Radioactive  Material ("NORM").  In this
                                                                ----
regard,  Buyer expressly understands that NORM may affix or attach itself to the
inside  of  wells, materials and equipment as scale, or in other forms, and that


                                       15
<PAGE>
said  wells, material and equipment located on the property described herein may
contain  NORM  and  that  NORM-containing  material  may  be buried or otherwise
disposed  of  on  the  Assets.  Buyer  also  expressly  understands that special
procedures  may  be  required  for the removal and disposal of asbestos and NORM
from  the  equipment and Assets where it may be found and Buyer agrees to assume
all  liability  for such asbestos and NORM and for use of appropriate procedures
and  activities  required  to  handle  and  dispose  of  same.

          (b)     Promptly  after  execution  of this Agreement by both parties,
Buyer  shall  have  the  right, at its own cost, risk and expense, to conduct or
have  conducted  an environmental assessment of the Assets.  Seller will provide
Buyer  (or  its  contractor)  as  may be requested with reasonable access to the
Assets  operated  by  Seller  in  order to conduct the environmental assessment.
Buyer  shall  release,  protect,  indemnify, defend and hold Seller, its agents,
directors,  officers,  shareholders and employees, free and harmless against any
liability  or  damage  to  persons or property arising out of such environmental
assessment.  Such indemnity shall also apply regardless of whether the liability
or damage arises in whole or in part from the negligence of Seller.  Buyer shall
advise  Seller  of  any  material adverse environmental conditions of the Assets
which  it  finds  unacceptable  ("Unacceptable  Environmental  Conditions")  and
                                  ---------------------------------------
provide  evidence  thereof  on  or  before  Closing.  For  the  purpose  of this
paragraph,  such conditions shall be "material" only if they will cost in excess
of  $250,000 to cure or remedy, and were not specifically disclosed on or before
the  execution of this Agreement.  Within thirty (30) days after receipt of such
notice,  Seller  may  either  (1)  remedy  or  agree to remedy such Unacceptable
Environmental Conditions within a period of time not to exceed 90 days following
the  receipt of Unacceptable Environmental Conditions Notice; (2) negotiate with
Buyer  in  a good faith effort to agree upon an adjustment to the Purchase Price
which  adjustment shall reflect Buyer's cost to remedy such conditions ("Buyer's
                                                                         -------
Remediation  Costs")  or  (3)  remove  the asset or assets from the Assets being
------------------
conveyed  and  assigned  and  adjust the Purchase Price by the amount of Buyer's
Remediation  Costs.


                                       16
<PAGE>
     SUBJECT  TO  THE  FOREGOING  AND  EXCEPT  AS EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT,  BUYER UNDERSTANDS AND AGREES THAT THIS SALE IS MADE ON AN "WHERE IS,
AS  IS"  BASIS AND BUYER RELEASES SELLER FROM ANY LIABILITY WITH RESPECT THERETO
WHETHER  OR  NOT  CAUSED  BY  OR  ATTRIBUTABLE  TO SELLER'S NEGLIGENCE EXCEPT AS
OTHERWISE  EXPRESSLY  AGREED  UPON  IN  WRITING  BY  SELLER  AS PROVIDED HEREIN.

          (c)     From  and  after  the  Closing Date, Buyer shall dispose of or
discharge  any  waste  from  the Assets (including, but not limited to, produced
water,  drilling  fluids  and  other  associated  wastes)  in  accordance  with
applicable  federal,  state  or  local  regulations.  When  and if any lease, an
interest in which has been conveyed and assigned hereunder, is terminated, Buyer
shall  take  at  its  sole  expense  whatever  remedial  action on the Assets is
necessary  to  meet  any  federal,  state  or  local  requirements  directed  at
protecting  human  health  and  the  environment  in  effect  at  that  time.

          (d)     Except  as  provided  for  in  Article 9(b) hereof, Buyer, its
successors  and  assigns,  hereby  agree  to protect, indemnify, defend and hold
Seller,  its  agents,  directors, officers, shareholders and employees, free and
harmless  from  and  against all claims, demands and causes of action, including
any  civil  fines,  penalties, costs of clean-up or plugging liabilities for any
and  all  wells,  brought by any and all persons, including (without limitation)
Buyer's  agents,  directors,  officers,  shareholders  and  employees  and  also
including  (without limitation) any private citizens, persons, organizations and
any  agency,  branch or representative of federal, state or local government, on
account  of  any  personal  injury  or  death  or damage, destruction or loss of


                                       17
<PAGE>
property,  contamination  of natural resources (including soil, surface water or
ground  water)  resulting  from  or  arising  out  of any liability caused by or
connected  with  the  presence, disposal or release of any material of any kind,
including,  without limitation, asbestos and/or NORM, in, under or on the Assets
at  the time the Assets are conveyed and assigned to Buyer, or thereafter caused
by  acts  of Buyer, its agents, directors, officers, shareholders and employees,
with  regard to its use of the described Assets subsequent to the conveyance and
assignment  of the described Assets pursuant to this Agreement without regard to
whether  such  liability,  injury,  death,  damage,  destruction,  loss  or
contamination is caused in whole or in part by any claimed negligence, active or
passive, on the part of Seller or other indemnified party.  This indemnification
shall  be  in  addition  to  any  other  indemnity  provisions contained in this
Agreement.

     10.   CONDITIONS OF CLOSING BY BUYER: The obligation of Buyer to close is
           ------------------------------
subject  to  the  satisfaction  of  the  following  conditions:

          (a)     Buyer  shall have had reasonable access during normal business
hours  to  all  data  and  records  obligated  to be provided Buyer in Section 3
hereof.

          (b)     That all representations and warranties of Seller contained in
this  Agreement  shall be true and correct in all material respects at and as of
Closing  as  if  such  representations  and  warranties  were  made at and as of
Closing;

          (c)     Buyer  shall  have  received  Seller's  assurance that (i) the
consummation  of  the  transaction  contemplated  hereby  will  not  violate the
provisions  of  Seller's  corporate  charter  and  by-laws  or  any  agreement,
instrument,  order,  judgment  or  law  by which it is bound, and (ii) all title
documents  delivered  hereunder  are  validly  executed  on  behalf  of  Seller.


                                       18
<PAGE>
          (d)     Seller  shall  have  obtained  and  delivered to Buyer (i) all
prerequisite  waivers of preferential rights of purchase, and (ii) all necessary
consents  for  transfer  of  the  Interests,  except those which by their nature
cannot  be  requested or obtained until after Closing, or Buyer and Seller shall
have  adjusted the sale price in accordance with the provisions of Section 2 and
5.

          (e)     That all representations and warranties of Seller contained in
this Agreement shall   be true and correct in all material respects at and as of
Closing  as  if  such  representations  and  warranties  were  made at and as of
Closing;

          (f)     Seller  shall  have  performed  and  satisfied in all material
respects all covenants and agreements required by this Agreement to be performed
or  satisfied  by  Buyer  at  or  prior  to  Closing;  and

          (g)     at the Closing Date, no suit, action or other proceeding shall
be  pending  or  threatened  in  which  it is sought to restrain or prohibit the
performance  of  or  to  obtain  damages or other relief in connection with this
Agreement  or  the  transactions  contemplated  hereby.

          (h)     Since  the  date  of  this Agreement, there shall have been no
material  adverse  change in the condition of the Assets, except depreciation of
personal  property  through  ordinary  wear  and  tear, depletion resulting from
production  and  economic,  political or legal changes affecting the oil and gas
industry  in general; provided, however, that no change in the conditions of the
                      --------  -------
Assets  shall be deemed material unless the aggregate value thereof exceeds five
(5%)  of  the  Purchase  Price

     11.     CONDITIONS  OF CLOSING BY SELLER: The obligation of Seller to close
             --------------------------------
is  subject  to:

          (a)     Seller  receiving  evidence  satisfactory to Seller that Buyer
has  all  requisite  corporate,  partnership  or  other  power  and authority to
purchase  the  Interests on the terms described in this Agreement and to perform
its other obligations hereunder and that all corporate, partnership and/or other
prerequisites  of  whatsoever  nature  have  been  fulfilled.


                                       19
<PAGE>
          (b)     That Seller shall have performed and satisfied in all material
respects all covenants and agreements required by this Agreement to be performed
or  satisfied  by  Seller  at  or  prior  to  Closing;

          (c)     At the Closing Date, no suit, action or other proceeding shall
be  pending  or  threatened  in  which  it is sought to restrain or prohibit the
performance  of  or  to  obtain  damages or other relief in connection with this
Agreement  or  the  transactions  contemplated  hereby.

     12.     CLOSING:  The Closing shall be held on or before March 31, 2003, at
             -------
2:00  P.M.,  at  the offices of Buyer or at such other place as Seller and Buyer
may  mutually  agree  in  writing.  At  Closing  the  following  will  occur:

          (a)     Seller  and  Buyer  shall  execute, acknowledge and deliver an
Assignment  and  Bill  of Sale substantially in the form of Exhibit "D" attached
hereto.

          (b)     Buyer  shall  deliver  to  Seller  by  either wire transfer or
certified  funds  the  remaining  balance  of  the  total sale price as adjusted
hereunder,  subject  to further adjustment after Closing as provided for herein,
and  shall cause to be delivered to Seller a certificate representing the shares
of  Buyer  required  to be transferred to Seller pursuant to Article 2(b) above.

          (c)     Seller and Buyer shall execute any necessary forms required by
governmental  agencies  for  the  transfer of the Interests and Buyer shall file
same  immediately  following  Closing.

          (d)     Seller  shall  (subject  to  the  terms  of  any  applicable
agreements  and  to  the  other  provisions  hereof)  deliver to Buyer exclusive
possession  of  the  Interests,  effective  as  of  the  Effective  Time.


                                       20
<PAGE>
          (e)     All  books,  records  and  files  in  the possession of Seller
pertaining  to  the  Interests,  including,  without limitation, all well files,
correspondence,  geological and engineering information, shall be made available
for  delivery  to  Buyer  at Seller's offices where currently maintained, within
five (5) days after the Closing. Seller shall have the right to retain copies of
any  or  all  of such books, records and files and to retain canceled checks and
general  ledger,  purchasing  and  other  general  accounting records of Seller.
Seller reserves the right to later examine the records and information delivered
to  Buyer  pursuant  to  this  paragraph  (e)  to the extent such examination is
necessary  for  any relevant business purpose. All information and data shall be
furnished  as a matter of convenience only to Buyer and Buyer's reliance on same
shall  be  at  Buyer's  sole  risk.

     13.     RESERVATIONS  AND EXCEPTIONS: Sale and purchase of the Interests is
             ----------------------------
made  subject  to all reservations, exceptions, limitations, contracts and other
burdens  or  instruments  which  are  of  record or of which Buyer has actual or
constructive  notice,  including  any  matter  included  or  referenced  in  the
materials  made  available  by  Seller  to  Buyer.

     14.     CLOSING  ADJUSTMENTS: All ad valorem taxes, real property taxes and
             --------------------
similar  obligations  ("Property Taxes") for the year 2002 shall be prorated and
paid  by  Seller.

     All  proceeds (including proceeds held in suspense or escrow) from the sale
of  production actually sold and delivered by Seller prior to the Effective Time
and  attributable  to the Interests shall belong to Seller and all proceeds from
the  sale  of  production  actually  sold and delivered after the Effective Time
attributable  to  the  Interests  shall  belong  to Buyer. In addition, all oil,
condensate  or  liquid hydrocarbons (hereinafter in this paragraph called "oil")
in  storage  above  the  pipeline  connection  shall be gauged and all gas meter
charts shall be replaced at the Effective Time.  Buyer shall pay Seller for such
oil  at  the highest posted field price prevailing at the Effective Time for oil
of  like  grade  and  gravity  for  the  particular  field.


                                       21
<PAGE>
     Except  as  otherwise  specifically  provided in this Agreement, all costs,
expenses  and  obligations  relating  to the Interests which accrue prior to the
Effective  Time  shall be paid and discharged by Seller; and all costs, expenses
and  obligations relating to the Interests which accrue after the Effective Time
shall  be  paid  and  discharged  by  Buyer.

     Within  5 days prior to closing, Seller will prepare and deliver to Buyer a
closing  settlement  statement that details the adjustments in Articles 2(d), 5,
6,  9  and  14.

     15.   POST  CLOSING  ACCOUNTING:
           -------------------------

          (a)     As soon as practicable after the Closing, Seller shall prepare
and  deliver  to Buyer, in accordance with this Agreement and generally accepted
accounting  principles,  a  statement  (the "Intermediate Settlement Statement")
setting  forth  each adjustment or payment that was not finally determined as of
the  Closing  and  showing the calculation of such adjustments to the sale price
including  adjustments  related to title defects of Article 5, Buyer Remediation
costs  of  Articles 9(b), and any adjustments related to Article 15(c).  As soon
as  practicable  after  receipt  of the Intermediate Settlement Statement, Buyer
shall  deliver  to  Seller  a  written  report containing any changes that Buyer
proposes be made to the Intermediate Settlement Statement. The parties undertake
to agree with respect to the Intermediate Settlement Statement no later than 180
days after closing, such agreement constituting and to be embodied in the "Final
Settlement Statement" and to establish the "Final Sale Price", and the date upon
which  the  Final  Sale  Price is established to be the "Final Settlement Date'.
However,  the  "Final Sale Price" shall not include any additional consideration
which may be earned upon performance level of the assets reaching stated targets
per  Exhibit  "C",  until such time as they are achieved or agreement is reached


                                       22
<PAGE>
that  they  shall  not  be  achieved.  Such  additional  payments are considered
additional  consideration  for the purchase of these assets.  In the event Buyer
and  Seller are unable to mutually agree upon the amount of the Final Settlement
Statement,  an  audit  shall  be  conducted by a mutually agreed upon accounting
firm.  Buyer and Seller agree to be bound by the findings of such audit, insofar
as  the  Final Settlement Statement amount is concerned, and each shall bear one
half of all expenses associated with such audit. In the event that (i) the Final
Sale  Price  is  more than the amount paid at Closing, Buyer shall pay to Seller
the  amount  of  such  difference, or (ii) the Final Sale Price is less than the
amount  paid  at  Closing, Seller shall pay Buyer in immediately available funds
the amount of such difference within 10 days of noticification.  Seller shall be
responsible  for  the  settlement  of  all  joint billing audits which relate to
accounting  periods  prior to the Effective Time. Buyer shall be responsible for
the  settlement  of  all joint billing audits which relate to accounting periods
after the Effective Time. Any credits received by Buyer after the Effective Time
Attributable  to  expenses  paid  prior  to the Effective Time shall be promptly
reimbursed  to  Seller  by  Buyer.

          (b)     Any additional consideration earned pursuant to 2(c) connected
with  production  levels  achieved  shall  be  considered an upward post closing
adjustment  regardless  of  when  earned.

     16.   TAXES:  The  sale  price  provided for hereunder excludes any sales
           -----
taxes  or  other  taxes in connection with the sale of property pursuant to this
Agreement  because  the parties believe that this sale is exempt from sales tax.
If  a determination is ever made that a sales tax or other transfer tax applies,
Buyer  shall  be  liable  for  such  tax  as  well as any applicable conveyance,
transfer and recording fees, and real estate transfer stamps or taxes imposed on
any transfer of property pursuant to this Agreement. Buyer shall defend and hold
Seller harmless with respect to the payment of all such taxes, if any, including
any  interest  or  penalties  assessed  thereon.


                                       23
<PAGE>
     All  taxes (other than ad valorem and income taxes) which are imposed on or
with  respect  to  the  production  of oil, natural gas or other hydrocarbons or
minerals  or  equipment  or the receipt of proceeds therefrom (including but not
limited  to  severance,  production,  excise and windfall profit taxes) shall be
apportioned  between  the parties based upon the respective shares of production
taken  by  the  parties.  Payment  or  withholding  of all such taxes which have
accrued  prior  to  the Effective Time and filing of all statements, returns and
documents  pertinent  thereto  shall be the responsibility of Seller. Payment or
withholding  of  all  such taxes which have accrued from and after the Effective
Time  and  the  filing of all statements, returns and documents incident thereto
shall  be  the  responsibility  of  Buyer.

     17.     FURTHER OPERATION OF SELLER-OPERATED INTERESTS: Seller shall, as to
             ----------------------------------------------
the  Interests it now operates, continue to operate the same until the Effective
Time, when such operation shall be turned over to, and become the responsibility
of  Buyer. In the event Closing occurs after the Effective Time, however, Seller
shall,  unless Buyer and Seller otherwise agree, continue the physical operation
of  such  Interests  until  Closing: such operation from and after the Effective
Time  shall  be conducted by Seller for and on behalf of Buyer; and for any such
services  performed by Seller from and after the Effective Time, Buyer shall pay
Seller  for  all  reasonable  and  necessary expenses incurred by Seller in such
operation,  protection  or  maintenance  of  the Interests. Such expenses may be
recovered  by  Seller  as  part  of  the closing or post-closing adjustments, as
appropriate.

     In  all  of  its  operations after full execution of this Agreement, Seller
shall  exercise  the same standard of care as an ordinary prudent operator under
the same or similar circumstances and shall notify Buyer of any material adverse
change  in  the  productive  capability  of  any well Included in the Interests.
Effective with closing, the revised Operating Agreement with attached Accounting
Procedure,  Exhibit  "G",  shall  be  in  effect  for  the  properties.


                                       24
<PAGE>
     18.     BROKER'S  FEE:  Seller represents and warrants to Buyer that Seller
             -------------
has  incurred  no  liability,  contingent or otherwise, for broker's or finder's
fees  in  respect  of this Agreement or the transactions contemplated hereby for
which  Buyer  shall have any responsibility whatsoever; and Buyer represents and
warrants  to Seller that Buyer has incurred no fees in respect of this Agreement
or  the  transactions  contemplated  hereby  for  which  Seller  shall  have any
responsibility  whatsoever.

     19.     NOTICES:  All  communications  required  or  permitted  under  this
             -------
Agreement  shall be in writing and any communication or delivery hereunder shall
be  deemed  to  have  been  fully  made  if  actually delivered, or if mailed by
registered  or  certified  mail,  postage  prepaid,  to the address as set forth
below:

             SELLER
             ------

             Regent Energy Corporation
             10777 Westheimer, Suite 1100
             Houston, TX 77042
             Attn: Andrew Levy



             BUYER
             -----
             Rocky Mountain Energy Corporation
             333 N. Sam Houston Parkway East, Suite 910
             Houston, Texas 77060
             Attn:  John N. Ehrman

     20.     FURTHER ASSURANCE: After Closing each of the parties shall execute,
             -----------------
acknowledge  and  deliver  to  the other such further instruments, and take such
other actions as may be reasonably necessary to carry out the provisions of this
Agreement.  Certain  forms  of  the  Bureau  of  Land Management will have to be
prepared, executed and filed at a later date.  Seller acknowledges that Buyer is
making  this  concession  to  speed  closing.  However,  Buyer  shall assume all


                                       25
<PAGE>
responsibility  for  notifying  the  Buyer  of  oil  and gas production from the
Interests,  and  such  other  designated  persons  who  may  be  responsible for
disbursing  payments  for  the  purchase  of  such  production, of the change of
ownership of the Interests. Buyer shall take all actions necessary to effectuate
the  transfer  of  such payments to Buyer as of the Effective Time. Seller shall
have no responsibility or liability for the proper distribution of proceeds from
and  after  the  Effective  Time.

     21.     PRESS  RELEASE:  There  shall  be  no  press  release  or  public
             --------------
communication  concerning this purchase and sale by either party except with the
written consent of the party not originating said release or communication, with
the  exception  being  those  reports reasonably required by applicable state or
federal  law  or  regulations.

     22.     ENTIRE  AGREEMENT:  This  Instrument  states  the  entire agreement
             -----------------
between  the  parties  and  may  be  supplemented, altered, amended, modified or
revoked  by  writing  only,  signed  by  both  parties.

     23.     SURVIVAL:  The representations, warranties and agreements contained
             --------
in  this Purchase and Sales Agreement and in any certificate or other instrument
delivered  by  or  on behalf of either party pursuant to this Purchase and Sales
Agreement shall survive the Closing and shall be unaffected by any investigation
made  by  the  other  party.

     24.     HEADINGS: The headings are for guidance only and shall have no
             --------
significance in the interpretations of this Agreement.


                                       26
<PAGE>
     25.     GOVERNING LAW: THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
             -------------
PARTIES  HERETO SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS  OF  THE STATE OF NEW MEXICO THE PARTIES AGREE THAT ANY LITIGATION RELATING
DIRECTLY  OR  INDIRECTLY TO THIS AGREEMENT MUST BE BROUGHT BEFORE AND DETERMINED
BY  A  COURT  OF  COMPETENT  JURISDICTION  WITHIN  THE  STATE  OF  NEW  MEXICO.

                             SELLER:



                             REGENT ENERGY CORPORATION



                             By:________________________________________
                             Andrew Levy, Director for Regent Energy Corporation


                             BUYER:

                             ROCKY MOUNTAIN ENERGY CORPORATION


                             By:________________________________________
                             John N. Ehrman, President and CEO


                                       27
<PAGE>
STATE OF NEW YORK      Sec.
                       Sec.
COUNTY OF NEW YORK     Sec.

     BEFORE  ME,  the  undersigned  authority,  on  this day personally appeared
Andrew  Levy,  known  to  me to be the person whose name is subscribed to in the
foregoing  instrument,  and  known  to  me  to  be  a  Director of Regent Energy
Corporation,  a  New Mexico corporation, and acknowledged to me that he executed
said  instrument  for the purposes and consideration therein express, and as the
act  of  said  corporation.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _______ day of _________ 2003.


                                        _______________________________________
                                        Notary Public, State of New York


STATE OF TEXAS           Sec.
                         Sec.
COUNTY OF HARRIS         Sec.

     BEFORE  ME, the undersigned authority, on this day personally appeared John
N.  Ehrman,  known  to  me  to  be the person whose name is subscribed to in the
foregoing  instrument, and known to me to the President of Rocky Mountain Energy
Corporation,  a Nevada corporation, and acknowledged to me that he executed said
instrument for the purposes and consideration therein express, and as the act of
said  corporation.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _______ day of _________ 2003.



                                        _______________________________________
                                        Notary Public, State of Texas


                                       28
<PAGE>
                                   EXHIBIT "A"


The Participating Area of the Horseshoe-Gallup Unit, covering 90% working
interest and full net revenue interest as attached:

     Township 30 North, Range 16 West, N.M.P.M.
     ------------------------------------------
     Section 2:          N 1/2 SW 1/4
     Sections 3 & 4: All
     Section 5:          N 1/2, N 1/2 SW 1/4, SE 1/4 SW 1/4, SE 1/4
     Section 6:          N 1/2 NE 1/4, SE 1/4 NE 1/4
     Section 8:          N 1/2 NE 1/4, SE 1/4 NE 1/4
     Section 9:          N 1/2, N 1/2 SW 1/4, SE 1/4 SW 1/4, W 1/2 SE 1/4
     Section 10:         NW 1/4

     Township 31 North, Range 16 West, N.M.P.M.
     ------------------------------------------
     Section 19:          S 1/2 NE 1/4, NW 1/4, S 1/2
     Section 20:          S 1/2
     Section 21:          S 1/2
     Section 22:          S 1/2 SW 1/4
     Section 26:          S 1/2
     Section 27:          W 1/2 NE 1/4, SE 1/4 NE 1/4, NW 1/4, S 1/2
     Sections 28-30: All
     Section 31:          N 1/2, N 1/2 SW 1/4, SE 1/4 SW 1/4, SE 1/4
     Sections 32-35: All
     Section 36:          W 1/2 SW 1/4

     Township 31 North, Range 17 West, N.M.P.M.
     ------------------------------------------
     Section 13:          SW 1/4 NW 1/4, SW 1/4, W 1/2 SE 1/4, SE 1/4 SE 1/4
     Section 14:          All
     Section 15:          NE 1/4, N 1/2 NW 1/4, SE 1/4 NW 1/4, N 1/2 SE 1/4,
                          SE 1/4 SE 1/4
     Section 23:          NE 1/4, N 1/2 NW 1/4, SE 1/4 NW 1/4, N 1/2 SE 1/4,
                          SE 1/4 SE 1/4
     Section 24:          All
     Section 25           N 1/2, NE 1/4 SW 1/4, SE 1/4
     Section 36:          NE 1/4 NE 1/4

     containing 13,527.80 acres, more or less, San Juan County, New Mexico.


OIL AND GAS LEASES:
------------------


LEASE A:
-------

Serial No.:               I-149-IND-7652
Date:                     October 29, 1947, effective December 15, 1947
Recorded:                 Book 321, Page 2
Lessor:                   J. M. Stewart, General Superintendent of the Navajo
                          Service, on behalf of the Navajo Tribe Indians
Original Lessee:          Byrd-Frost, Inc.


                                       29
<PAGE>
Tracts:                   1, 1-A, 1-B and 1-C
Royalty:                  1/8

1.     Unit Tract 1:          Township 31 North, Range 17 West, N.M.P.M.
       ------------           ------------------------------------------
                              Sec. 15: E 1/2 NW 1/4, NW 1/4 NW 1/4, E 1/2 SE
                              1/4, NW 1/4 SE 1/4
                              Navajo Tribal Contract I-149-IND-7652

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                83.398437%                       4.101563%

2.     Unit Tract 1-A:        Township 31 North, Range 17 West, N.M.P.M.
       --------------         ------------------------------------------
                              Sec. 23: E 1/2 NW 1/4, NW 1/4 NW 1/4
                              Navajo Tribal Contract I-149-IND-7652

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                83.398437%                       4.101563%

3.     Unit Tract 1-B:        Township 31 North, Range 17 West, N.M.P.M.
       --------------         ------------------------------------------
                              Sec.15: NE 1/4
                              Navajo Tribal Contract I-149-IND-7652

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                83.398437%                      4.101563%*

                  Overriding Royalties:
                  ---------------------

                    *i.     All Depths
                            ----------

                    ii.     Surface to 1900 feet subsurface
                            -------------------------------
                            100% interest in sliding scale overriding royalty
                            of (1) 1/16 x 7/8 when monthly production averages
                            40 BOPD or less, (2) 3/32 x 7/8 when monthly
                            production averages 41-100 BOPD, and (3) 1/8 x 7/8
                            when monthly production averages more than 100
                            BOPD

4.     Unit Tract 1-C:        Township 31 North, Range 17 West, N.M.P.M.
       --------------         ------------------------------------------
                              Sec. 23: E 1/2 SE 1/4, NW 1/4 SE 1/4
                              Navajo Tribal Contract I-149-IND-7652

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                83.398437%                      4.101563%*

                    Overriding Royalties:
                    ---------------------

                    *i.     All Depths
                            ----------

                    ii.     Surface to 1900 feet subsurface
                            -------------------------------
                            100% interest in sliding scale overriding royalty
                            of (1) 1/16 x 7/8 when monthly production averages
                            40 BOPD or less, (2) 3/32 x 7/8 when monthly
                            production averages 41-100 BOPD, and (3) 1/8 x 7/8
                            when monthly production averages more than 100
                            BOPD


                                       30
<PAGE>
LEASE B:
-------

Serial No.:               14-20-603-733
Date:                     October 11, 1954, effective December 22, 1954
Recorded:                 Book 325, Page 147
Lessor:                   Sam Ahkech, Chairman of the Navajo Tribal Council, on
                          behalf of the Navajo Tribe of Indians
Original Lessee:          Bolack Oil & Gas Co.
Tracts:                   4, 5, 6, 6-A, 7, 8, 9, 10 and 11
Royalty:                  1/8

1.     Unit Tract 4:          Township 30 North, Range 16 West, N.M.P.M.
       ------------           ------------------------------------------
                              Sec.6: E 1/2 NE 1/4, NW 1/4 NE 1/4
                              Navajo Tribal Contract No. 14-20-603-733

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

2.     Unit Tract 5:          Township 30 North, Range 16 West, N.M.P.M.
       ------------           ------------------------------------------
                              Sec. 5:  NW 1/4, SE 1/4
                              Navajo Tribal Contract No. 14-20-603-733

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                 82.03125%                        5.46875%

3.     Unit Tract 6:          Township 30 North, Range 16 West, N.M.P.M.
       ------------           ------------------------------------------
                              Sec. 5:     NE 1/4, E 1/2 SW 1/4, NW 1/4 SW 1/4
                              Sec. 8: NE 1/4 NE 1/4
                              Navajo Tribal Contract No. 14-20-603-733

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

4.     Unit Tract 6-A:        Township 30 North, Range 16 West, N.M.P.M.
       --------------         ------------------------------------------
                              Sec.8:     SE 1/4 NE 1/4, NW 1/4 NE 1/4
                              Sec.9: That part of the SW 1/4 NW 1/4 and NW 1/4
                              SW 1/4 lying within the Navajo Indian Reservation
                              Navajo Tribal Contract No. 14-20-603-733

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%


5.     Unit Tract 7:          Township 30 North, Range 16 West, N.M.P.M.
       ------------           ------------------------------------------
                              Sec.4: That part of the NW 1/4 NW 1/4 lying within
                              the Navajo Indian Reservation
                              Navajo Tribal Contract No. 14-20-603-733

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                 82.03125%                        5.46875%


                                       31
<PAGE>
6.     Unit Tract 8:          Township 30 North, Range 16 West, N.M.P.M.
       ------------           ------------------------------------------
                              Sec.4: That part of the SW 1/4 NW 1/4 lying within
                              the Navajo Indian Reservation
                              Navajo Tribal Contract No. 14-20-603-733

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                 82.03125%                        5.46875%

7.     Unit Tract 9:          Township 30 North, Range 16 West, N.M.P.M.
       ------------           ------------------------------------------
                              Sec.4: That part of the NW 1/4 SW 1/4 lying within
                              the Navajo Indian Reservation
                              Navajo Tribal Contract No. 14-20-603-733

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                 82.03125%                        5.46875%

8.     Unit Tract 10:         Township 30 North, Range 16 West, N.M.P.M.
       -------------          ------------------------------------------
                              Sec.4: That part of the SW 1/4 SW 1/4 lying within
                              the Navajo Indian Reservation
                              Navajo Tribal Contract No. 14-20-603-733

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                 82.03125%                        5.46875%

9.     Unit Tract 11:         Township 30 North, Range 16 West, N.M.P.M.
       -------------          ------------------------------------------
                              Sec.9: That part of the NW 1/4 NW 1/4 lying within
                              the Navajo Indian Reservation
                              Navajo Tribal Contract No. 14-20-603-733

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

LEASE C:
-------

Serial No.                14-20-603-734
Date:                     October 5, 1954, effective December 22, 1954
Recorded:                 Book 270, Page 10
Lessor:                   Sam Ahkech, Chairman of the Navajo Tribal Council, on
behalf of the Navajo      Tribe of Indians
Original Lessee:          The Atlantic Refining Company
Tract:                    12
Royalty:                  1/8

1.     Unit Tract 12:         Township 31 North, Range 16 West, N.M.P.M.
       -------------          ------------------------------------------
                              Sec. 28: That portion lying within the Navajo
                              Indian Reservation
                              Sec. 29:     All
                              Sec. 30:     All
                              Sec. 31: E 1/2, NW 1/4, E 1/2 SW 1/4, NW 1/4 SW
                              1/4
                              Sec. 32:     All
                              Sec. 33: That portion lying within the Navajo
                              Indian Reservation Navajo Tribal Contract No.
                              14-20-603-734

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%


                                       32
<PAGE>
LEASE D:
-------

Serial No.:               14-20-603-2022
Date:                     December 4, 1956, effective February 1, 1957
Recorded:                 Book 321, Page 210
Lessor:                   Acting Chairman of Navajo Tribal Council, on behalf of
                          the Navajo Tribe of Indians
Original Lessee:          Magnolia Petroleum Company
Tract:                    13
Royalty:                  1/8

1.     Unit Tract 13:         Township 31 North, Range 17 West, N.M.P.M.
       -------------          ------------------------------------------
                              Sec. 13: SW 1/4, SE 1/4 SE 1/4, W 1/2 SE 1/4, SW
                              1/4 NW 1/4
                              Sec. 14:     All
                              Sec. 23:     NE 1/4
                              Sec. 24:     N 1/2
                              Navajo Tribal Contract No. 14-20-603-2022

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

LEASE E:
-------

Serial No.            14-20-600-3531
Date:                 September 19, 1957, effective October 31, 1957
Recorded:             Book 355, Page 130
Lessor:               Paul Jones, Chairman of the Navajo Tribal Council, on
                      behalf of the Navajo Tribe of Indians; and Albert Wing,
                      Chairman of the Ute Mountain Tribal Council and the Ute
                      Mountain Tribe of the Ute Mountain
                      Reservation
Original Lessee:      The Atlantic Refining Company
Tract:                3
Royalty:              1/8

1.     Unit Tract 3:          Township 31 North, Range 16 West, N.M.P.M.
       ------------           ------------------------------------------
                              Sec.19:     W 1/2, SE 1/4, S 1/2 NE 1/4
                              Sec. 20:     S 1/2
                              Navajo Tribal Contract No. 14-20-600-3531

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%


                                       33
<PAGE>
LEASE F:
-------

Serial No.               14-20-603-4908
Date:                    December 5, 1958, effective December 22, 1958
Recorded:                Book 401, Page 71
Lessor:                  Ah kay na pah or heirs, as the case may be, as Allottee
                         No. 048277 of the Navajo Tribe of Indians
Original Lessee:         Ralph Lowe
Tract:                   24
Royalty:                 1/8

1.     Unit Tract 24:         Township 30 North, Range 16 West, N.M.P.M.
       -------------          ------------------------------------------
                              Sec. 2:     Lots 1, 2, 5, 6
                              Navajo Allotted Contract No. 14-20-603-4908

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                       75%                           12.5%

LEASE G:
-------

Serial No.          14-20-603-4909
Date:               December 10, 1958, effective January 22, 1959
Recorded:          Book 457, Page 2
Lessor:               Ushkee nah yah, or Louie Jim, Allottee No. 048280 of the
Navajo Tribe of Indians
Original Lessee:          J. Felix Hickman; and Helbing and Podpechan, a
partnership
Tract:               25
Royalty:               1/8

1.     Unit Tract 25:         Township 30 North, Range 16 West, N.M.P.M.
       -------------          ------------------------------------------
                              Sec. 2:     SW 1/4
                              Navajo Allotted Contract No. 14-20-603-4909

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

LEASE H:
-------

Serial No.:               SF 079439 (and SF 079439-A, segregated from SF 079439)
Date:                     September 1, 1948
Recorded:                 Book 355, Page 125
Lessor:                   United States of America
Original Lessee:          A. L. Duff, Jr.
Tracts:                   26, 27, 28, 29, 30, 31 and 32
Royalty:                  1/8

1.     Unit Tract 26:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 3:     Lots 3 and 4
                               Sec. 4:     Lot 3
                               United States Lease SF 079439

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                   80.8125%                        6.6875%


                                       34
<PAGE>
2.     Unit Tract 27:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 3:     Lots 1 and 2
                               United States Lease SF 079439

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     85.5%                              2%

3.     Unit Tract 28:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 4:     Lot 4
                               United States Lease SF 079439

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                  80.8125%                         6.6875%

4.     Unit Tract 29:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 4:     Lot 5
                               United States Lease SF 079439

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                  80.8125%                         6.6875%

5.     Unit Tract 30:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 4:     Lot 6
                               United States Lease SF 079439

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                       85%                            2.5%

6.     Unit Tract 31:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 4:     Lot 7
                               United States Lease SF 079439

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     85.5%                              2%

7.     Unit Tract 32:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 4:     Lots 1 and 2
                               United States Lease SF 079439-A

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     85.5%                              2%

LEASE I:
-------

Serial No.:          SF 081226 (and SF 081226-A, SF 081226-B, and SF 081226-C,
                     segregated from SF 081226)
Date:                October 1, 1951
Recorded:            Book 355, Page 126
Lessor:              United States of America
Original Lessee:     Hazel Bolack
Tracts:              33, 34, 34-A, 35, 36, 37, 38 and 39
Royalty:             1/8


                                       35
<PAGE>
1.     Unit Tract 33:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 3:  Lots 5, 6, 9, 11, 14 and 16
                               Sec. 4: E 1/2 SW 1/4, SE 1/4 NE 1/4, E 1/2 SE 1/4
                               Sec. 10:  Lots 1 and 2
                               United States Lease SF 081226

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                  82.8125%                         4.6875%

2.     Unit Tract 34:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 9:  NW 1/4 SE 1/4
                               United States Lease SF 081226

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                93.75%                75.515625%                       5.734375%

3.     Unit Tract 34-A:        Township 30 North, Range 16 West, N.M.P.M.
       ---------------         ------------------------------------------
                               Sec. 9:   SW 1/4 SE 1/4
                               United States Lease SF 081226

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                93.75%                75.515625%                       5.734375%


4.     Unit Tract 35:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 9:     Lot 1
                               United States Lease SF 081226-A

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                84.765625%                       2.734375%

5.     Unit Tract 36:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 9:     Lots 2, 3 and E 1/2 SW 1/4
                               United States Lease SF 081226-A

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                 82.03125%                        5.46875%

6.     Unit Tract 37:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 9:      E 1/2 NW 1/4
                               United States Lease SF 081226-A

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

7.     Unit Tract 38:         Township 30 North, Range 16 West, N.M.P.M.
       -------------          ------------------------------------------
                              Sec. 4: W 1/2 SE 1/4, SW 1/4 NE 1/4, SE 1/4 NW 1/4
                              Sec. 3:      Lots 7, 8, 10, 12, 13 and 15
                              Sec. 9:  W 1/2 NE 1/4


                                       36
<PAGE>
                              Sec. 10: E 1/2 NW 1/4
                              United States Lease SF 081226-B

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%
      *(unitized (Gallup) interval only)

8.     Unit Tract 39:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 9:     E 1/2 NE 1/4
                               United States Lease SF 081226-C

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

LEASE J:
-------

Serial No.:           14-20-604-1950
Date:                 November 21, 1956, effective February 25, 1957
Recorded:             Book 328, Page 86
Lessor:               Scott Jacket, Chairman of the Ute Mountain Tribal Council,
                      on behalf of the Ute Mountain Tribe of the Ute Mountain
                      Reservation
Original Lessee:      The Atlantic Refining Company
Tracts:               17 and 18
Royalty:              1/8

1.     Unit Tract 17:          Township 31 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 26:     S 1/2
                               Sec. 35:  W 1/2, NE 1/4, N 1/2 SE 1/4
                               Sec. 36:     W 1/2 SW 1/4
                               Ute Mountain Ute Tribal Contract No.
                               14-20-604-1950

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

2.     Unit Tract 18:          Township 31 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 35:     S 1/2 SE 1/4
                               Ute Mountain Ute Tribal Contract No. 14-20-604-
                               1950

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                    100%                       87.5%                      0%

LEASE K:
-------

Serial No.:              14-20-604-1951
Date:                    June 28, 1957, effective September 23, 1957
Recorded:                Book 359, Page 77
Lessor:                  Paul Jones, Chairman of the Navajo Tribal Council, on
                         behalf of the Navajo Tribe of Indians; and Albert Wing,
                         Chairman of the Ute Mountain Tribal Council and Ute
                         Mountain Tribe of the Ute Mountain Reservation
Original Lessee:         El Paso Natural Gas Company
Tracts:                  19, 20 and 21
Royalty:                 1/8


                                       37
<PAGE>
1.     Unit Tract 19:         Township 31 North, Range 16 West, N.M.P.M.
       -------------          ------------------------------------------
                              Sec. 27: SE 1/4, NW 1/4, E 1/2 SW 1/4, W 1/2 NE
                              1/4, SE 1/4 NE 1/4
                              Sec. 28: E 1/2 SE 1/4, W 1/2 E 1/2, and that part
                              of W 1/2 lying within the Ute Mountain Indian
                              Reservation
                              Sec. 33: W 1/2 NE 1/4, E 1/2 SE 1/4, and that part
                              of W 1/2 lying within the Ute Mountain Indian
                              Reservation
                              Sec. 34: NE 1/4, W 1/2 SE 1/4, NE 1/4 SE 1/4, W
                              1/2 NW 1/4, E 1/2 SW 1/4 Ute Mountain Ute Tribal
                              Contract No. 14-20-604-1951

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

2.     Unit Tract 20:          Township 31 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 28:     E 1/2 NE 1/4
                               Sec. 33:     E 1/2 NE 1/4
                               Sec. 34:     E 1/2 NW 1/4, W 1/2 SW 1/4
                              Ute Mountain Ute Tribal Contract No.
                              14-20-604-1951

     i.     Surface to base of Gallup formation (except unitized interval):
            -------------------------------------------------------------

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
              90.9340%                  72.2925%                              8%

     ii.     Unitized (Gallup) interval:
             --------------------------

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
              99.7674%                  79.3151%                              8%

3.     Unit Tract 21:         Township 31 North, Range 16 West, N.M.P.M.
       -------------          ------------------------------------------
                              Sec. 27:     W 1/2 SW 1/4
                              Sec. 33:     W 1/2 SE 1/4
                              Sec. 34:     SE 1/4 SE 1/4
                              Ute Mountain Ute Tribal Contract No.
                              14-20-604-1951

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

LEASE L:
-------

Serial No.          NOO-C-14-20-1948 (Formerly 14-20-604-1948A(N))
Date:               May 21, 1981, effective May 26, 1981
Recorded:           Book 1147, Page 929
Lessor:             Chairman of the Navajo Tribal Council, on behalf of the
                    Navajo Tribe of Indians
Original Lessee:    Texaco Inc.
Tract:              16-A
Royalty:            1/8

1.     Unit Tract 16-A:       Township 31 North, Range 16 West, N.M.P.M.
       ---------------        ------------------------------------------
                              Sec. 21: That portion of the SW 1/4 that lies West
                              of the Burt Survey; being 486.10 feet wide and
                              within the Navajo Indian Reservation Navajo Tribal
                              Contract No. NOO-C-14-20-1948A


                                       38
<PAGE>
      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

LEASE M:
-------

Serial No.:         14-20-604-1948A(U)
Date:               August 7, 1981, effective August 7, 1981
Recorded:           Book 1144, Page 793
Lessor:             Judy M. Knight, Chairperson of the Ute Mountain Tribal
                    Council, on behalf of the Ute Mountain Indian Tribe
Original Lessee:    Texaco Inc.
Tract:              16
Royalty:            1/8

1.     Unit Tract 16:         Township 31 North, Range 16 West, N.M.P.M.
       -------------          ------------------------------------------
                              Sec. 21: SE 1/4, and that portion of the SW 1/4
                              that lies East of the Burt Survey, and within the
                              Ute Mountain Indian Reservation
                              Sec. 22: S 1/2 SW 1/4 Ute Mountain Ute Tribal
                              Contract No. 14-20-604-1948A(U)

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

LEASE N:
-------

Serial No.:               E-3150-12
Date:                     December 10, 1949
Recorded:                 Unrecorded, but there is no need to do so
Lessor:                   State of New Mexico
Original Lessee:          John Burroughs
Tract:                    41
Royalty:                  1/8

1.     Unit Tract 41:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 2:     Lots 3 and 4
                               State of New Mexico Lease E-3150-12

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

LEASE O:
-------

Serial No.:               E-9896-7
Date:                     March 20, 1956
Recorded:                 Book 1148, Page 245
Lessor:                   State of New Mexico
Original Lessee:          Monsanto Chemical Company
Tract:                    42
Royalty                   1/8

1.     Unit Tract 42:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 2:      S 1/2 NW 1/4
                               State of New Mexico Lease E-9896-7


                                       39
<PAGE>
      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                  76.5625%                        10.9375%

LEASE P:
-------

Serial No.:               14-20-603-2037
Date:                     Unknown
Recorded:                 Apparently unrecorded
Lessor:                   Navajo Tribe of Indians
Original Lessee:          Unknown
Tract:                    15
Royalty:                  1/8

1.     Unit Tract 15:          Township 31 North, Range 17 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 24:     S 1/2
                               Sec. 25:     E 1/2, NW 1/4, NE 1/4 SW 1/4
                               Sec. 36:     NE 1/4 NE 1/4
                               Navajo Tribal Contract No. 14-20-603-2037

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                  100%                     87.5%                              0%

LEASE Q:
-------

Serial No.:               NM 0444-A
Date:                     May 1, 1952
Recorded:                 Unknown
Lessor:                   United States of America
Original Lessee:          J. R. Abraham
Tract:                    40
Royalty:                  1/8

1.     Unit Tract 40:          Township 30 North, Range 16 West, N.M.P.M.
       -------------           ------------------------------------------
                               Sec. 9:     E 1/2 SE 1/4
                               United States Lease NM 04444-A

      Operating Rights      Net Revenue Interest     Overriding Royalty Interest
      ----------------      --------------------     ---------------------------
                    0%                        0%                              5%


       Assignment of all accounts receivable (if any) whether collectable or
       uncollectable, associated with the leases since inception to date.


                                       40
<PAGE>
                                   EXHIBIT "B"

                                    LAWSUITS
                                    --------


Hart Oil & Gas vs. Regent Energy Corporation et al. No. CV 2002-345-3, in the
--------------------------------------------------
Eleventh Judicial District Court, San Juan County, New Mexico.

Steve Szumlinski vs. Regent Energy Corporation No. CV 2002-373-4, in the
----------------------------------------------
Eleventh Judicial District Court, San Juan County, New Mexico.

JP Machine Services, Inc. vs. Regent Energy Corporation No. CV 2002-331-3, in
-------------------------------------------------------
the Eleventh Judicial District Court of San Juan County, New Mexico.

Parawon et al vs. Regent Energy Corporation, foreclosure action.
-------------------------------------------


                                       41
<PAGE>
                                  EXHIBIT "B-1"

                    HGU/NEHU LIEN CLAIMS AS OF JUNE 4, 2002
                    ---------------------------------------
                            SAN JUAN COUNTY RECORDS
                            -----------------------


 APPROX $                  VENDOR                BOOK/PAGE    DATE
-----------  ----------------------------------  ---------  --------

$ 39,800.00  American Energy Services             1333/405  12/05/01

        -0-  American Energy Services (amended)   1334/845  01/03/02

  62,739.29  Baker Petrolite Corp.                1337/714  02/26/02

  33,596.18  Steven R. Szumlinski                 1338/247  03/07/02

   1,723.56  J.C. Well Service                    1338/507  03/12/02

  14,302.53  Hart  Oil & Gas                      1338/699  03/14/02

   9,283.11  Rig Equipment and Supply             1341/273  04/29/02

  44,086.12  Key Four Corners                     1330/988  10/23/01
-----------
$205,530.79  Total


TO BE CLEARED BY REGENT AT CLOSING.


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                                   EXHIBIT "F"

                                  PRE-PAYMENTS
                                  ------------

None.


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